Form of Placement Agents’ Warrant AgreementCampagna Motors USA Inc. • December 8th, 2017 • Retail-auto dealers & gasoline stations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Qualification Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CAMPAGNA MOTORS USA, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2016 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
DISTRIBUTION AGREEMENT CAMPAGNA MOTORS USA INC.Distribution Agreement • October 30th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • Quebec
BETWEEN: CIRBIN INC, a corporation duly incorporated under the laws of Québec, having its head office and place of business at 1351 Ampère, suite F, Boucherville, Canada, doing business under the name CAMPAGNA MOTORS (Campagna) herein acting and represented by Mr. André Morissette, its President, duly authorized as he so declares,
ESCROW AGREEMENTEscrow Agreement • December 8th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the day of December 2017, by and among Campagna Motors USA, Inc. (the “Issuer”) whose address and other information appear on the Information Sheet (as defined herein) attached to this Agreement, Rachel Boulds, CPA, PLLC (the “Escrow Agent”),Midtown Partners & Co., LLC (“Midtown”) and NMS Capital Advisors, LLC (together with Midtown, the “Placement Agents”).
October 25, 2017 CONFIDENTIAL Mr. Andre Morissette Campagna Motors USA, INC. Champlain, NY 12919 Dear Mr. Morissette,Campagna Motors USA Inc. • October 30th, 2017 • Retail-auto dealers & gasoline stations • New York
This letter (the “Agreement”) confirms Midtown Partners & Co., LLC’s (“Midtown”) engagement as a exclusive placement agent for Campagna Motors USA, INC. (the “Issuer”), in connection with the proposed (the “Offering”) of up to $50 million of the Issuer’s securities (the “Securities”). This may occur through either or a combination of (a) sales of common shares via Form 1-A under a Regulation A Offering Statement pursuant to Section 4(a)(2) of the United States Security Act of 1933 that have been deemed to be Qualified by the Commission or (b) offerings of private placements which it is anticipated will be sold to “accredited investors” (the “Investors”), as such term is defined in Rule 501(a) of Regulation D, promulgated under the United States Securities Act of 1933, as amended, pursuant to an exemption from registration under Rule 506 of Regulation D.
CAMPAGNA MOTORS USA, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 8th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations • New York
Campagna Motors USA, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Placement Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis only up to a maximum of $14,000,000 of shares of its common stock, par value $0.00001 per share (the “Common Stock”), to investors, in an initial public offering (the “Offering”) pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), through Midtown Partners & Co., LLC and NMS Capital Advisors, LLC (together, the “Placement Agents”), in connection with such sales. The shares of Common Stock to be sold in this Offering are collectively referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined). The Company hereby confirms its agreement to sell the Shares to investors (collectively, the “Investors”) in the Offering through the Placement Agents, acting on a be
AMENDMENT TO THE LOAN AGREEMENTThe Loan Agreement • June 5th, 2017 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations
BETWEEN: CIRBIN INC (the "Lender"), a corporation organized and existing under the laws of the Québec, Canada with its head office located at:
LOAN AGREEMENTLoan Agreement • November 18th, 2016 • Campagna Motors USA Inc. • Retail-auto dealers & gasoline stations
BETWEEN: CIRBIN INC (the "Lender"), a corporation organized and existing under the laws of the Québec, Canada with its head office located at:
